{"id":41354,"date":"2015-09-17T11:25:58","date_gmt":"2015-09-17T16:25:58","guid":{"rendered":"https:\/\/content.findlaw-admin.com\/ability-legal\/contracts\/uncategorized\/unlimited-guaranty-the-edison-project-lp-and-bankboston-na.html"},"modified":"2015-09-17T11:25:58","modified_gmt":"2015-09-17T16:25:58","slug":"unlimited-guaranty-the-edison-project-lp-and-bankboston-na","status":"publish","type":"corporate_contracts","link":"https:\/\/corporate.findlaw.com\/contracts\/finance\/unlimited-guaranty-the-edison-project-lp-and-bankboston-na.html","title":{"rendered":"Unlimited Guaranty &#8211; The Edison Project LP and BankBoston NA"},"content":{"rendered":"<pre>                               UNLIMITED GUARANTY\n\n            THIS GUARANTY is made as of November 25, 1997 by THE EDISON PROJECT\nL.P., a Delaware limited partnership (the 'Guarantor'), to and with BANKBOSTON,\nN.A. (the 'Bank'), a national banking association with its principal place of\nbusiness at 100 Federal Street, Boston, Massachusetts 02110.\n\n                                    RECITALS\n\n            A.      Seven Hills Charter School, Inc., a Massachusetts\ncorporation, and Seven Hills Charter School, a Massachusetts body corporate\nformed under Section 89 of Chapter 71 of the Massachusetts General Laws\n(together, the 'Borrowers'), and the Bank are entering into a Loan Agreement of\neven date herewith (as the same may be amended, restated, renewed, replaced,\nsupplemented or otherwise modified from time to time in accordance with the\nterms thereof, the 'Loan Agreement'), providing, subject to the terms and\nconditions thereof, for a certain term loan to be made by the Bank to the\nBorrowers. Capitalized terms used herein without definition have the meanings\nassigned to them in the Loan Agreement.\n\n            B.      The Guarantor has received, and expects to receive,\nsubstantial direct and indirect benefits from the Borrowers pursuant to the\nLoan Agreement which benefits are hereby acknowledged.\n\n            C.      It is a condition to the Bank's willingness to enter into\nthe Loan Agreement and provide to the Borrowers the financing contemplated\nthereby that the Guarantor shall have guaranteed, subject to the terms hereof,\nthe obligations of the Borrowers under the Note issued pursuant to the Loan\nAgreement and certain other agreements as hereinafter provided, including,\nwithout limitation, the punctual payment under the Note of both principal and\ninterest.\n\n            D.      The Guarantor will benefit materially from the extension of\ncredit to the Borrowers contemplated by the Loan Agreement and wishes, and has\nvoluntarily and freely agreed, to guaranty the payment of the aforesaid\nobligations, as hereinafter provided.\n\n            NOW, THEREFORE, in order to induce the Bank to enter into the\naforesaid loan transaction and to make said loan to the Borrowers, and in\nconsideration of the premises and for other good and valuable consideration, the\nreceipt and sufficiency of which are hereby acknowledged, the Guarantor hereby\ncovenants and agrees as follows:\n\n\n\n\n\n            1.      GUARANTY.\n\n                    (a)      The Guarantor, as primary obligor and not merely\nas surety, hereby absolutely, unconditionally and irrevocably guarantees (i)\nthe performance of all obligations of the Borrowers under the Loan Agreement;\n(ii) the due and punctual payment in full (and not merely the collectibility)\nof the Note, including without limitation all principal thereof and all\ninterest payable thereon, at the interest rates provided therein and in the\nLoan Agreement and regardless of the extent allowed as a claim in any\nproceeding in respect of the bankruptcy, reorganization or insolvency of either\nBorrower or the Guarantor (a 'Reorganization'), in each case when due and\npayable, according to the terms of the Note and the Loan Agreement, whether at\nstated maturity, by reason of acceleration or otherwise; (iii) the due and\npunctual payment in full (and not merely the collectibility) of all other sums\nand charges which may at any time be due and payable in accordance with, or\nunder the terms of, the Note or the Loan Agreement, whether at stated maturity,\nby reason of acceleration or otherwise; (iv) the due and punctual payment in\nfull (and not merely the collectibility), performance and observance of all of\nthe other indebtedness, liabilities, obligations, terms, covenants and\nconditions contained in the Loan Agreement, the Notes and the Security\nDocuments executed by the Borrowers, whether now or hereafter existing, on the\npart of either Borrower to be paid, performed or observed; (v) the accuracy of\nthe representations and warranties made by the Borrowers in the Loan Documents;\nand (vi) the due and punctual payment and performance in full (and not merely\nthe collectibility) of any and all other future advances and other obligations,\nindebtedness, obligations and liabilities of either Borrower to the Bank of\nevery kind and description arising under the Loan Agreement, the Note or any of\nthe Security Documents, whether now existing or hereafter arising, whether\ndirect, indirect or contingent, whether secured or unsecured, and howsoever\nevidenced, incurred or arising, including without limitation any future loans\nand advances made to either Borrower by the Bank prior to, during or following\nany Reorganization (all of the foregoing being collectively hereinafter\nreferred to as the 'Obligations'). All Obligations paid by the Guarantor\nhereunder shall be paid in U.S. Dollars at the place of payment designated\ntherefor by the Bank in immediately available funds.\n\n                    (b)      This Guaranty (as the same may be amended,\nrestated, renewed, replaced, supplemented or otherwise modified from time to\ntime) and all obligations, indebtedness or liabilities of the Guarantor arising\nhereunder shall be secured by the Pledge Agreement (collectively with this\nGuaranty and any and all other agreements now or hereafter securing this\nGuaranty, the 'Guaranty Documents').\n\n                    (c)      Notwithstanding any provision contained in this\nGuaranty or any other Guaranty Document to the contrary, it is the\nintention and agreement of the\n\n\n                                      -2-\n\n\n\nGuarantor and the Bank that the Obligations of the Guarantor under this\nGuaranty shall be valid and enforceable against the Guarantor to the maximum\nextent permitted by applicable law. Accordingly, if any provision of this\nGuaranty creating any obligation of any Guarantor in favor of the Bank shall be\ndeclared to be invalid or unenforceable in any respect or to any extent, it is\nthe stated intention and agreement of the Guarantor and the Bank that any\nbalance of the obligation created by such provision and all other obligations\nof the Guarantor to the Bank created by other provisions of this Guaranty shall\nremain valid and enforceable.\n\n                    (d)      Likewise, if any sums which the Bank may be\notherwise entitled to collect from the Guarantor under this Guaranty shall be\ndeclared to be in excess of those permitted under any law (including any\nfederal or state fraudulent conveyance or like statute or rule of law)\napplicable to the Guarantor's obligations under this Guaranty, it is the stated\nintention and agreement of the Guarantor and the Bank that all sums not in\nexcess of those permitted under such applicable law shall remain fully\ncollectible by the Bank from the Guarantor and such excess sums shall\nnevertheless survive as a subordinate obligation of the Guarantor, junior in\nright to the claims of general unsecured creditors, but prior to the claims of\nequity holders in the Guarantor. This provision shall control every other\nprovision of the Guaranty Documents.\n\n            2.      SUBSEQUENT CHANGES. The Guarantor expressly agrees that the\nBank may, in its sole and absolute discretion, without prior notice to or\nfurther assent of the Guarantor and without in any way releasing, affecting or\nimpairing the obligations and liabilities of the Guarantor hereunder: (i) waive\ncompliance with, or any default under, or grant any other indulgences with\nrespect to, the Obligations; (ii) grant extensions or renewals of or with\nrespect to the Obligations, and\/or effect any release, compromise or settlement\nin connection therewith; (iii) agree to the substitution, exchange, release or\nother disposition of the Borrowers or of all or any part of the collateral\nsecuring the Obligations; (iv) assign or otherwise transfer the Obligations,\nincluding without limitation this Guaranty and the other Guaranty Documents, or\nany interest therein; and (v) settle or compromise any or all of the\nObligations with the Borrowers, and\/or any other person or persons liable\ntherein, and\/or subordinate the payment of same or any part hereof to the\npayment of any other debts or claims which may at any time be due or owing to\nthe Bank and\/or other person; provided that the Bank shall provide the\nGuarantor reasonable written notice of each of the foregoing.\n\n            3.      DIRECT AND ABSOLUTE OBLIGATION. The liability of the\nGuarantor under this Guaranty shall be primary, direct and immediate and not\nconditional or contingent upon pursuit by the Bank of any remedies it may have\nagainst the Borrowers or any other party with respect to the Obligations,\nwhether pursuant to the terms of the Loan\n\n\n                                      -3-\n\n\nDocuments or otherwise. The obligations of the Guarantor under this Guaranty\nshall be absolute and unconditional, irrespective of the genuineness, validity,\nregularity, enforceability or priority of the Loan Documents, the Obligations\nor any other circumstances which might otherwise constitute a legal or\nequitable discharge of a surety or guarantor and without regard to any\ncounterclaim, setoff, declaration or defense of any kind which any party\nobligated under the Loan Documents or any other document evidencing or securing\nany of the Obligations may have or assert. No exercise or nonexercise by the\nBank of any right given to it hereunder or under the Loan Documents, and no\nchange, impairment or suspension of any right or remedy of the Bank shall in\nany way affect any of the Guarantor's obligations hereunder or give the\nGuarantor any recourse against the Bank. Without limiting the generality of the\nforegoing, the Bank shall not be required to make any demand on the Borrowers\nand\/or any other party, or otherwise pursue or exhaust its remedies against the\nBorrowers or any other party, before, simultaneously with or after enforcing\nits rights and remedies hereunder against the Guarantor. Any one or more\nsuccessive and\/or concurrent actions may be brought hereon against the\nGuarantor, either in the same action, if any, brought against the Borrowers\nand\/or any other party, or in separate actions, as often as the Bank, in its\nsole discretion, may deem advisable. Notwithstanding any term or provision of\nthis Guaranty to the contrary, the Bank's rights and remedies under this\nGuaranty shall be subject to its obligations under SECTION 8.2 of the Loan\nAgreement.\n\n            4.      WAIVERS. (a) The Guarantor hereby expressly waives: (i)\ndiligence, presentment and demand for payment and protest of nonpayment; (ii)\nnotice of acceptance of this Guaranty and of presentment, demand, dishonor and\nprotest; (iii) notice of any default hereunder or under the Loan Documents or\nany other Obligations and of all indulgences, other than notices required under\nSECTION 8.2 of the Loan Agreement; (iv) demand for observance or performance\nof, or enforcement of, any terms or provisions of this Guaranty or the Loan\nDocuments; (v) notice of any change in the rate at which interest accrues under\nthe Loan Documents or the other Obligations; (vi) all other notices and demands\notherwise required by law which the Guarantor may lawfully waive; and (vii) the\nright to assert in any action or proceeding hereupon any setoff, counterclaim\nor other claim which it may have against the Bank. As further consideration for\nthe loan by the Bank to the Borrowers and as a material inducement to the Bank\nto make the loan and accept this Guaranty, the Guarantor hereby irrevocably\nwaives, disclaims and relinquishes all claims, whether based in equity or law,\nwhether by contract, statute or otherwise, that the Guarantor might now or\nhereafter have against the Borrowers or any other Person that is primarily or\ncontingently liable on the Obligations guarantied hereby or that arise from the\nexistence or performance of the Guarantor's obligations under this Guaranty,\nincluding, but not limited to, any right of subrogation, reimbursement,\nexoneration,\n\n\n\n                                      -4-\n\n\n\n\ncontribution, indemnification or participation in any claim or remedy of the\nBorrowers against the Bank or any collateral security that the Bank now has or\nhereafter acquires.\n\n                    (b)      The Guarantor is presently informed of the\nfinancial condition of the Borrowers and of all of the circumstances which a\nreasonably diligent inquiry would reveal and which bear upon the risk of\nnonpayment of the obligations. The Guarantor hereby covenants and agrees that\nthe Guarantor will continue to keep itself informed of the Borrowers' financial\ncondition, the status of other guarantors, sureties, or other parties liable\nwith respect to the Obligations, if any, and of all of the circumstances which\nbear upon the risk of nonpayment.\n\n            5.      UNENFORCEABILITY OF OBLIGATIONS AGAINST BORROWERS. If for\nany reason either of the Borrowers has no legal existence or is under no legal\nobligation to discharge any of the Obligations, or if any of the Obligations\nhave become irrecoverable from the Borrowers or either of them by reason of\neither of the Borrower's insolvency, bankruptcy or reorganization or by other\noperation of law or for any other reason, this Guaranty shall nevertheless be\nbinding on the Guarantor to the same extent as if the Guarantor at all times\nhad been the principal obligor on all such Obligations. In the event that\nacceleration of the time for payment of any of the Obligations is stayed upon\nthe insolvency, bankruptcy or reorganization of the Borrowers or for any other\nreason, all such amounts otherwise subject to acceleration under the terms of\nthe Loan Agreement, the Note, the other Loan Documents or any other agreement\nevidencing, securing or otherwise executed in connection with any Obligation\nshall be immediately due and payable by the Guarantor.\n\n            6.      REPRESENTATIONS AND WARRANTIES. The Guarantor hereby\nrepresents and warrants to the Bank (which representations and warranties shall\nsurvive the delivery of this Guaranty) that:\n\n                    (a)      The Guarantor (i) is a limited partnership duly\norganized and validly existing and in good standing under the laws of the State\nof Delaware and is duly qualified to transact business in each jurisdiction\nwhere the failure to so qualify could reasonably be expected to have a material\nadverse effect on the condition (financial or other), business, results of\noperations, prospects or properties of the Guarantor, (ii) has full power and\nauthority to own its properties and assets and to carry on its business as now\nbeing conducted and as presently contemplated, and (iii) has full power and\nauthority to execute and deliver, and perform its obligations under, the\nGuaranty Documents to which it is a party or signatory;\n\n                    (b)      The execution and delivery of, and performance by\nthe Guarantor of its obligations under this Guaranty and under the Guaranty\nDocuments do not, and\n\n\n\n                                      -5-\n\n\n\n\nupon execution of the Guaranty Documents, will not violate any provision of\nlaw, any order, judgment or decree of any court or other agency of government,\nor any indenture, agreement or other instrument to which the Guarantor or its\ncorporate general partner is a party, or by which the Guarantor or its\ncorporate general partner is bound, result in a breach of, or constitute (with\ndue notice or lapse of time or both) a default under, or result in the creation\nor imposition of any lien, charge or encumbrance of any nature whatsoever upon\nany of the property or assets of Guarantor or its corporate general partner\npursuant to, any such indenture, agreement or instrument. Each of the Guaranty\nDocuments constitutes and, upon the execution thereof, will constitute the\nvalid and binding obligation of the Guarantor, enforceable against it in\naccordance with its terms subject, however, to bankruptcy, insolvency,\nreorganization, moratorium and similar laws affecting the rights and remedies\nof creditors generally or the application of principles of equity, whether in\nany action in law or proceeding in equity, and subject to the availability of\nthe remedy of specific performance or of any other equitable remedy or relief\nto enforce any right under any such agreement.\n\n                    (c)      The Guarantor is not required to obtain any\nconsent, approval or authorization from, or to file any declaration or\nstatement with, any governmental instrumentality or other agency, or any other\nperson or entity, in connection with or as a condition to the execution,\ndelivery or performance of any of the Guaranty Documents other than such as\nshall have already been obtained by the Guarantor.\n\n                    (d)      There is not now, and upon the execution of the\nGuaranty Documents there will not be, any action, suit or proceeding at law or\nin equity or by or before any governmental instrumentality or other agency,\nincluding any arbitration board or tribunal, now pending or, to the knowledge\nof the Guarantor, threatened (nor is any basis therefor known to the\nGuarantor), (i) which questions the validity of any of the Guaranty Documents,\nor any action taken or to be taken pursuant hereto or thereto, or (ii) against\nor affecting the Guarantor which, if adversely determined, either in any case\nor in the aggregate, would have a material adverse effect on the condition\n(financial or other), business, results of operations, prospects or properties\nof either Borrower.\n\n                    (e)      The Guarantor is currently solvent and, upon the\nexecution of the Guaranty Documents, will be solvent and the Guarantor's\nobligations under this Guaranty do not render the Guarantor insolvent; the\nGuarantor is not contemplating either the filing of a petition by the Guarantor\nunder any state or federal bankruptcy or insolvency laws or, the liquidating of\nall or a major portion of its property; and the Guarantor has no knowledge of\nany person contemplating the filing of any such petition against it.\n\n\n\n\n                                      -6-\n\n\n\n\n\n            8.      AFFIRMATIVE AND NEGATIVE COVENANTS.  The Guarantor hereby\ncovenants and agrees that, until payment in full of the Obligations, the\nGuarantor will:\n\n                    (a)      Promptly upon circulation thereof, and in any\nevent within ten (10) Business Days after such circulation, provide the Bank\nwith copies of its annual audited financial statements and its quarterly,\nmanagement prepared financial statements.\n\n                    (b)      As soon as reasonably possible after any material\nadverse change in the Guarantor's financial condition, provide the Bank such\nother information regarding the Guarantor's assets, business, affairs and\nfinancial condition as the Bank may reasonably request.\n\n                    (c)      Permit employees, agents and representatives of\nthe Bank, upon reasonable notice and, to the extent permitted by applicable\nlaw, rules and regulations, to inspect, during normal business hours, its\npremises and its books and records and, subject to customary confidentiality\nmeasures, to make abstracts or reproductions thereof; provided, however, no\nsuch notice shall be required if an Event of Default has occurred and is\ncontinuing.\n\n                    (d)      Maintain its Tangible Net Worth at all times at $\n17,000,000 or more. As used herein, the term 'Tangible Net Worth' shall mean\nthe Guarantor's total tangible assets minus its total liabilities, determined\nin accordance with generally accepted accounting principles.\n\n                    (e)      Not enter into any agreement (excluding this\nGuaranty) prohibiting the Guarantor from amending or otherwise modifying\nthis Guaranty.\n\n                    (f)      Not take any action or permit any action to be\ntaken (over which the Guarantor has direct or indirect control) which could\nreasonably be expected to cause or result in a Default under the Loan Agreement\nor otherwise to have a material adverse effect on (i) the condition (financial\nor other), business, results of operations, prospects or properties of either\nBorrower or the Guarantor or (ii) on the ability of the Borrowers or the\nGuarantor to fulfill their respective obligations under the Loan Documents.\n\n            9.      EVENTS OF DEFAULT.  In each case of the happening of any of\nthe following events (each of which is herein sometimes called an 'Event of\nDefault'):\n\n                    (a)      default by the Guarantor in the payment of any\nObligation;\n\n\n\n                                      -7-\n\n\n\n\n                    (b)      default by the Guarantor in the observance or\nperformance of any other obligation, covenant or agreement contained in this\nGuaranty or in any other Guaranty Document which shall continue unremedied for\nthirty (30) days after the earlier to occur of (i) the Guarantor's actual\ndiscovery of such default or (ii) written notice thereof from the Bank to the\nGuarantor, provided, however, that if any such default cannot be remedied, then\nsuch default shall be deemed to be an Event of Default as of the date of the\noccurrence thereof; and\n\n                    (c)      the occurrence of any 'Event of Default' as\ndefined in the Loan Agreement, or in any agreement now or hereafter securing\nthe Note, or in any agreement now or hereafter evidencing or securing any of\nthe Obligations,\n\nthen and upon any such Event of Default and at any time thereafter during the\ncontinuance of such Event of Default, at the election of the Bank (or\nautomatically in the case of certain Events of Default as specified in the Loan\nAgreement), the Note and the Obligations and any and all other obligations of\nthe Borrowers and the Guarantor and any of them to the Bank shall for the\npurposes of this Guaranty immediately become due and payable, both as to\nprincipal and interest, without presentment, demand, or protest, all of which\nare hereby expressly waived, anything contained herein or in the Note or other\nevidence of such Obligations to the contrary notwithstanding.\n\n            10.      NOTICES. All notices, requests, demands and other\ncommunications provided for hereunder shall be in writing (including telecopied\ncommunication) and mailed or telecopied or delivered to the applicable party at\nthe address indicated below.\n\n            If to the Bank addressed to it at:\n\n                        BankBoston, N.A.\n                        100 Federal Street\n                        Boston, Massachusetts 02110\n                        Attention:  Mr. Steven M. Nocka\n                        Facsimile No.: (617) 434-3552\n\n            with a copy (which shall not constitute notice) to:\n\n                        Elizabeth H. Munnell, Esq.\n                        Edwards &amp; Angell\n                        101 Federal Street\n                        Boston, Massachusetts 02110\n                        Facsimile No.: (617) 439-4170\n\n\n\n\n                                      -8-\n\n\n\n\n\n            If to the Guarantor addressed to it, at:\n\n                        The Edison Project L.P.\n                        366 NationsBank Center\n                        550 Main Street\n                        Knoxville, Tennessee 37902\n                        Attention:  Laura Eshbaugh\n                        Facsimile No.: (423) 546-1090\n\n            with copies (which shall not constitute notice) to:\n\n                        The Edison Project Inc.\n                        529 Fifth Avenue - 16th Floor\n                        New York, New York 10175\n                        Attention:  Chief Financial Officer\n                        Facsimile No.: (212) 309-1604\n\n                        and\n\n                        Cadwalader, Wickersham &amp; Taft\n                        100 Maiden Lane\n                        New York, New York 10038\n                        Attention:  John F. Fritts, Esq.\n                        Facsimile No.: (212) 504-6666\n\nor, as to each party, at such other address as shall be designated by such\nparties in a written notice to the other party complying as to delivery with the\nterms of this Section. All such notices, requests, demands and other\ncommunication shall be deemed given when delivered by hand, by overnight\ncourier, by certified mail, return receipt requested, or by facsimile\ntransmission, in each case provided that such delivery is confirmed.\n\n            11.      PLACE OF PAYMENT. Any payments made by any Guarantor under\nthe provisions of this Guaranty shall be made to the Bank at its office at the\naddress set forth above unless some other address is hereafter designated to\nthe Guarantor in writing by the Bank.\n\n            12.      SETOFF. The Guarantor hereby agrees that the Bank shall\nhave a lien and a right to setoff for all liabilities, whether or not matured,\narising out of this Guaranty upon and against all deposits, loans, and property\nof the Guarantor now or hereafter in\n\n\n\n                                      -9-\n\n\n\n\nthe possession or control of the Bank, whether or not the Bank is otherwise\nfully secured.\n\n            13.      TERMINATION OF UNLIMITED GUARANTY. This Guaranty is a\ncontinuing Guaranty and shall remain in full force and effect until the\nindefeasible payment in full in cash or performance in full, as applicable, of\nthe Obligations.\n\n            14.      BORROWERS' INSOLVENCY. The obligations of the Guarantor to\nmake payment in accordance with the terms of this Guaranty shall not be\nimpaired, modified, changed, released or limited in any manner whatsoever by\nany impairment, modification, change, release or limitation of the liability of\nthe Borrowers or their respective estates, in bankruptcy or reorganization\nresulting from the operation of any present or future provision of the U.S.\nBankruptcy Code or other statute or from the decision of any court. The\nGuarantor agrees that in the event any amounts referred to herein are paid in\nwhole or in part by the Borrowers or the Guarantor, the Guarantor's liability\nhereunder shall continue and remain in full force and effect in the event that\nall or any part of any such payment is recovered from the Bank as a preference,\nfraudulent transfer or similar payment under any bankruptcy, insolvency or\nsimilar law. The Guarantor further agrees that this Guaranty includes the costs\nincurred by the Bank in defending any claim or suit seeking such recovery.\n\n            15.      NONWAIVER OF RIGHTS. All rights and remedies afforded to\nthe Bank by reason of this Guaranty and the Loan Documents or by law are\nseparate and cumulative and the exercise of one shall not in any way limit or\nprejudice the exercise of any other such rights or remedies. No delay or\nomission by the Bank in exercising any such right or remedy shall operate as a\nwaiver thereof. No waiver of any rights and remedies hereunder, and no\nmodification or amendment hereof, shall be deemed made by the Bank unless in\nwriting and duly executed. Any such written waiver shall apply only to the\nparticular instance specified therein and shall not impair the further exercise\nof such right or remedy or of any other right or remedy of the Bank, and no\nsingle or partial exercise of any right or remedy hereunder shall preclude\nfurther exercise of any other right or remedy.\n\n            16.      WAIVER OF JURY TRIAL. THE GUARANTOR AGREES THAT NEITHER IT\nNOR ANY ASSIGNEE OR SUCCESSOR SHALL (A) SEEK A JURY TRIAL IN ANY LAWSUIT,\nPROCEEDING, COUNTERCLAIM OR ANY OTHER ACTION BASED UPON, OR ARISING OUT OF,\nTHIS AGREEMENT OR ANY OTHER GUARANTY DOCUMENT, ANY COLLATERAL OR THE DEALINGS\nOR THE RELATIONSHIP BETWEEN THE GUARANTOR AND THE BANK, OR (B) SEEK TO\nCONSOLIDATE ANY SUCH ACTION WITH ANY OTHER ACTION IN WHICH A JURY TRIAL CANNOT\nBE OR HAS NOT BEEN WAIVED. THE\n\n\n\n                                      -10-\n\n\n\n\nPROVISIONS OF THIS SECTION HAVE BEEN FULLY DISCUSSED BY THE BANK AND THE\nGUARANTOR AND THESE PROVISIONS SHALL BE SUBJECT TO NO EXCEPTIONS. THE BANK AND\nTHE GUARANTOR HAVE NOT AGREED WITH OR REPRESENTED TO THE OTHER THAT THE\nPROVISIONS OF THIS SECTION WILL NOT BE FULLY ENFORCED IN ALL INSTANCES.\n\n            17.      CONSENT TO JURISDICTION. THE GUARANTOR HEREBY SUBMITS TO\nTHE JURISDICTION OF THE COURTS OF THE COMMONWEALTH OF MASSACHUSETTS AND THE\nUNITED STATES DISTRICT COURT FOR THE DISTRICT OF MASSACHUSETTS, AS WELL AS TO\nTHE JURISDICTION OF ALL COURTS FROM WHICH AN APPEAL MAY BE TAKEN OR OTHER\nREVIEW SOUGHT FROM THE AFORESAID COURTS, FOR THE PURPOSE OF ANY SUIT, ACTION OR\nOTHER PROCEEDING ARISING OUT OF ANY OF THE GUARANTOR'S OBLIGATIONS UNDER OR\nWITH RESPECT TO THIS GUARANTY OR ANY OTHER GUARANTY DOCUMENT OR ANY OF THE\nTRANSACTIONS CONTEMPLATED HEREBY OR THEREBY, AND EXPRESSLY WAIVES ANY AND ALL\nOBJECTIONS IT MAY HAVE AS TO VENUE IN ANY OF SUCH COURTS.\n\n            18.      GOVERNING LAW. This Guaranty shall be construed in\naccordance with and governed by the laws of the Commonwealth of Massachusetts\napplicable to contracts made and performed in said state. It is intended that\nthis Guaranty shall take effect as a sealed instrument.\n\n            19.      SUCCESSORS. This Guaranty shall inure to the benefit of,\nand be enforceable by, the Bank and its successors and assigns, and shall be\nbinding upon, and enforceable against, the Guarantor and its successors and\nassigns.\n\n            20.      SEVERABILITY. In case this Guaranty or any one or more of\nthe provisions contained herein shall for any reason be held to be invalid,\nillegal or unenforceable in any respect, such invalidity, illegality or\nunenforceability shall not affect any other provision hereof, and this Guaranty\nshall be construed as if such invalid, illegal or unenforceable provision had\nnever been included.\n\n            21.      SECTION HEADINGS. The section headings in this Guaranty\nare inserted for convenience of reference only and shall not in any way affect\nthe meaning or construction of any provision of this Guaranty.\n\n            22.      INCONSISTENCIES. Any inconsistencies between the\nprovisions of this Guaranty and the Loan Agreement shall be governed by a\nreference to the provisions of the Loan Agreement.\n\n                      'THE NEXT PAGE IS THE SIGNATURE PAGE'\n\n\n\n\n                                      -11-\n\n\n\n\n\n            IN WITNESS WHEREOF, each party hereto has caused this Guaranty to be\nduly executed by its duly authorized officer under seal as of the day and year\nfirst above written.\n\n                  GUARANTOR:\n\n                  THE EDISON PROJECT L.P.\n\n                  BY:         THE EDISON PROJECT INC., ITS GENERAL PARTNER\n\n\n                  By:             \/s\/ Laura Eshbaugh\n                              -------------------------\n                              Laura Eshbaugh, President\n\n                  BANK:\n\n                  BANKBOSTON, N.A.\n\n\n                  By:             \/s\/ D. Eliot Klein\n                              ------------------------\n                              D. Eliot Klein, Director\n\n\n\n                  By:             \/s\/ Steven M. Nocka\n                              -------------------------------\n                              Steven M. Nocka, Vice President\n\n\n\n\n                                      -12-\n\n<\/pre>\n","protected":false},"template":"","meta":{"_acf_changed":false,"_stopmodifiedupdate":true,"_modified_date":"","_cloudinary_featured_overwrite":false},"corporate_contracts_companies":[6851,7412],"corporate_contracts_industries":[9415],"corporate_contracts_types":[9560,9565],"class_list":["post-41354","corporate_contracts","type-corporate_contracts","status-publish","hentry","corporate_contracts_companies-bankboston-corp","corporate_contracts_companies-edison-schools-inc","corporate_contracts_industries-financial__banks","corporate_contracts_types-finance","corporate_contracts_types-finance__guaranty"],"acf":[],"_links":{"self":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts\/41354","targetHints":{"allow":["GET"]}}],"collection":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts"}],"about":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/types\/corporate_contracts"}],"wp:attachment":[{"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/media?parent=41354"}],"wp:term":[{"taxonomy":"corporate_contracts_companies","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_companies?post=41354"},{"taxonomy":"corporate_contracts_industries","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_industries?post=41354"},{"taxonomy":"corporate_contracts_types","embeddable":true,"href":"https:\/\/corporate.findlaw.com\/legal-api\/wp-json\/wp\/v2\/corporate_contracts_types?post=41354"}],"curies":[{"name":"wp","href":"https:\/\/api.w.org\/{rel}","templated":true}]}}